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A recent decision by the Delaware Supreme Court Schoon v. Smith, No. 554, 2008 Del. LEXIS 67 (Feb. 12, 2008) further reinforced a principle well entrenched in Delaware jurisprudence namely, that an individual who is a member of the board of directors cannot initiate a derivative suit on behalf of the corporation unless he or she complies with Section 327 of the Delaware General Corporation Law

In the South Carolina case of 16 Jade Street, LLC v. R. Design Construction Company, the court wrestled with the scope of protection from tort liability provided to individual members of a limited liability company

On May 25, 2012, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of a class representative’s putative ERISA class action against KeyCorp and related defendants because the proffered “class representative” could not demonstrate that she suffered any actual injury from the alleged breach of fiduciary duty and, therefore, lacked standing

In a recent decision, the Ninth Circuit Court of Appeals considered the following question: whether allegations that the defendants had knowledge of a company’s “core operations” could be used to satisfy the requirement of pleading fraudulent intent or “scienter” under the Private Securities Litigation Reform Act

Federal Rule of Civil Procedure 23.1 requires that a shareholder derivative action be dismissed “if it appears that the plaintiff does not fairly and adequately represent the interest of shareholders.”